“Apparently not. I always hated that mentality.” I didn’t tell him that Steve had just warned me about the same thing.
He looked exasperated. “I presume you’ve spun this theory for David Sanchez, too?”
I nodded.
“And?”
“He hasn’t said. He’s studying the documents right now.”
“He’s probably humoring you. Listen, Caroline, if he doesn’t find any dynamite evidence that will send Barclay up-river for twenty-five-to-life, just drop the whole thing with him, all right? If you don’t, you’ll blow any prayer of a relationship before it has a chance to get off the ground.
“Rob, I’m not in the market; I’ve told you that already.”
He shook his head. “Bullshit. You’d like to be, but you’re too scared.”
“I am not scared,” I lied.
“Fine. Admit you’d really like to screw the guy till you both drop dead from exhaustion, and I’ll believe you’re not scared.”
“I would not—”
“Then at least admit you’re interested,” he interrupted. “You can go that far.”
“I am not—”
The door bell rang. I froze. “Who could that be?” I asked.
“Well, it’s decades too late for the Fuller Brush man. I suggest you have a look.”
I sidled up to the viewer and quickly ducked back. “It’s him!” I hissed.
“Really?” asked Rob in an interested tone. “I could have sworn the company stopped door-to-door sales a long time ago. In fact, I wasn’t even sure they were still in business.”
“Not the Fuller Brush man,” I informed him in a whisper. “David Sanchez.”
He grinned wickedly. “Oh?”
“Rob, promise me you won’t say anything to embarrass me. I mean it!”
“I thought you weren’t interested,” he said.
“Shhh. He’ll hear you! Rob—”
The doorbell sounded again. Rob folded his arms and raised an eyebrow in inquiry.
“Rob,” I said desperately, “I am not kidding!”
He sighed. “All right. Since you’re so pathetic, I promise. Unless you’d rather I fled out the back door? Although,” he added thoughtfully, “I can see how that might lead to the wrong impression, so—”
“Will you shut up?” I asked him, through gritted teeth, which I hoped David Sanchez would interpret as a friendly smile.
I’m not sure what he thought; when I opened the door he was studying the wood as if it might contain termites. “I thought you weren’t home,” he said. He was wearing jeans and a sweatshirt, but he carried a briefcase big enough to impress even a litigator. Rob eyed it speculatively, and I feared the worst.
“Come in,” I invited him. “You remember Rob Holland?”
“Of course.” They shook hands.
“Nice case,” Rob told him. “We thought you might be the brush salesman.”
“Rob—”
David didn’t blink. “Do they still make house calls?”
I laughed. “Not that I know of, but Rob does. Don’t you, Rob?”
He consulted his watch. “Yes. Some distance away, I’m afraid, and I’m already late. Good thing you reminded me.” He leaned forward to kiss me on the cheek. I tried to step on his toe, but I missed. “I’ll talk to you soon, Caroline,” he said, with something very nearly approximating a leer.
“Good to see you again,” he told David.
“Sorry,” I said when the door had closed on him.
He smiled. “I’m the one who should apologize. You weren’t expecting me, and I have the feeling I was interrupting something.”
I laughed, secretly vowing that at the first possible opportunity I would nominate Rob as “Bachelor of the Month” in San Diego Woman magazine. “Well, you weren’t, though I can see how you might get that impression. Rob’s a wild card; you never know what he’s going to do or say. Can I get you some coffee?”
“Please.”
I was absurdly pleased to see him for a complicated variety of reasons. He had to have found something important to come all the way down from Newport Beach again so soon, but somehow it didn’t seem right to press him. This morning’s atmosphere was much more relaxed, and we headed naturally into the kitchen. I was glad I’d cleaned up the breakfast dishes and swept away the toast crumbs. There was a blob of jam on the countertop; I wiped it off with a sponge and he set his briefcase down. I poured the coffee and handed it to him. “Sugar?” I asked. He had had it the night before.
He smiled. “Not this morning. I’m too wired already.” He looked at me over the rim of the cup. “Aren’t you going to ask me what I’m doing here?” He sounded disappointed, so I knew something in the box had hooked him.
“You forgot the recipe for blackberry sorbet.”
The smile widened. “Guess again.”
“You came back to sweet-talk me into letting you use whatever it is you found.”
“Jesus, Caroline. Give me some credit.”
“Am I wrong?”
He lowered his eyes and looked amused. His lashes were a foot long, and dark. “Not entirely. But it’s complicated, and I’m not ready to move yet in any case. I want you to talk to me, and don’t spare the details. If I’m going to help you, I want to know what started you on this quest, and what you’ve learned on your own about the Hamptons, Naturcare, everything.” He paused. “Tell me what you would have told me when you came to my office if I hadn’t behaved like such an asshole.”
“You weren’t an asshole,” I protested, although he had been perilously close to it. “You were naturally skeptical. Do you believe me now?”
“I was, but thanks anyway. Let’s just say I’m considerably more interested. Talk to me, Caroline.”
So I did. I told him about the makeover and my conversation with Eleanor about the perfidy of lawyers in general and Barclay in particular. I skipped the part about getting my hair tinted and being told to brighten up my drab fashion sense, since he had seen me only in my new, presumably more colorful, incarnation. I told him about Mike and Cindy’s Naturcare parties. I told him how Barclay had acted at the funeral, and how the firm and everyone else seemed determined to believe that Eleanor had killed herself out of depression. I told him about Manuel’s seeing someone standing by the pool on the day Eleanor had died, and how she had told the clerk at the wine store she wanted the Bâtard-Montrachet for a celebration. I told him that Tricia was worried about Barclay, and that his alibi on the day of Eleanor’s death was full of holes. I told him, last but certainly not least, that I felt a responsibility to Eleanor to find out the truth, whatever it was.
He stared out the kitchen window, apparently watching the peppertrees shed, which they did at an alarming rate. “I can understand why you’d feel that way,” he said at last. “But I’m not sure I understand why Eleanor Hampton sent the box to you.”
“Oh, because she wanted me to write it up,” I told him. “I don’t know what she envisioned—something between self-help and Heartburn, I guess—but she was determined that I could shape it into something.” So then I told him about being a writer, too. He didn’t laugh or gasp or make too much of it, but it still made me uncomfortable to talk about it too much, so I added, “Besides, I think she gave the box to me because she thought we had something in common.”
He set down his coffee cup. “I sincerely hope not.”
I choked. “So do I. But you’ll have noticed, now that you’ve read her letters and notes, that she had a sort of hobbyhorse about lawyers who leave their wives and children and then use their professional knowledge to intimidate them into accepting a less favorable settlement. I’m afraid in the end she saw just about everyone as a victim, no matter what the circumstances.”
“She wasn’t entirely wrong, even if she went overboard.”
“No,” I agreed. “She wasn’t.”
He turned his level gaze on me. “What went wrong with your marriage?” he asked me.
I looked ou
t the window into the garden. “Is this part of your background interrogation?”
“I’m sorry,” he said. “I had no right to ask.”
I shrugged. “No, it’s okay. You told me about yours last night.” Except that he had lost his wife before he had lost his marriage, and in my case it was just the reverse. I looked into my cup for inspiration. “I don’t really know what to tell you. It’s not that I haven’t thought about it; for months I didn’t do anything but second-guess. But it just…died…for my husband, and I didn’t even realize it. That’s the worst part of it: A whole section of your history isn’t what you thought it was. I know that sounds like I was naive or stupid or blind. Maybe I was all three.”
“No, it doesn’t. But it is sad,” he said gently.
“Stop sounding so sympathetic,” I told him. “Too much sympathy is bad for people in a divorce. They start to feel sorry for themselves.”
He laughed. “If you say so.”
“I know it,” I said, only half kidding. “Look at Eleanor. Even if she was right about everything, no one could stand to be around her, so then everyone agreed that she deserved to get dumped. And anyway, maybe we just expect too much out of marriage. Maybe it’s too much to ask of one person that he or she be best friend and coparent and witty conversationalist and hot stuff in bed for fifty years, especially when all the evidence suggests that we’re really just animals made to act on every passing genital fancy.”
“Do you really believe that?” he asked.
“I don’t think so,” I told him. “But I’m still looking for answers.”
“Your husband was a fool, Caroline,” he said quietly.
Something woke up then, stretching and stirring like a cat after a nap. I shook my head to clear it. Why was I thinking about animals? He still hadn’t told me what he had learned from Eleanor’s papers. I felt like Pandora: Once I had opened the box, all sorts of uncontrollable things had been unleashed. “Thank you,” I said. It seemed like the simplest answer.
“You’re probably wondering what I found in the papers,” he said after a while.
“It crossed my mind,” I said lightly. “Did you find a smoking gun?”
He laughed. “Do you by chance have a passion for detective novels?”
“Only the most literate kind,” I assured him. “Dorothy Sayers, Amanda Cross, Elizabeth George…”
“Much,” he said, “is now made clear.”
“I am being extremely patient,” I reminded him.
He grinned and cleared his throat. “Okay, the…er…smoking gun. I have to know more, of course, but right now it appears that if our friend Eleanor was blackmailing her husband, she might—and I stress might—have had something pretty good to do it with.”
“Hot shit! Really? What was he doing to her?”
He looked blank. “To her? Nothing. At least nothing more than what the investigator uncovered, and we already knew about that.”
“Well, what, then? You mean it doesn’t even have anything to do with Eleanor?”
He sounded apologetic. “Well, I have to do some checking first, as I told you, and, frankly, I’m not even sure whether Eleanor meant to include it in the box, because otherwise—”
“David!”
“Sorry.” He crossed one foot over the other. He was wearing extremely high-tech running shoes, the kind that will do your entire workout for you if only you pay enough. “You remember that Naturcare recently went public?”
Of course I remembered. Half the firm’s new-found affluence was founded on it, and it had elevated Barclay to Big Legal Cheese. However, the question seemed rhetorical, so I just nodded.
“Well, when a company offers its shares to the public, it has to put everything into a registration statement—its assets, its debts, what contracts it has, everything. If you misrepresent anything deliberately, it’s fraud. Big-time fraud.”
My breath caught in my throat. “Wow! Did Naturcare lie about something on its registration statement?”
He lifted a hand in warning, but he was still smiling. “Let’s not jump to conclusions, okay?”
“I will be the very model of dispassionate restraint, if that will satisfy you.” I sounded like one of my Regency heroines. Next I would be urging him to “cut line” and tell me everything.
He looked dubious but reached into the voluminous case to extract a glossy, expensively printed set of papers without comment. “Here is the Registration Statement,” he said without handing it to me. He opened it several pages in and pointed. “And this is where it discusses the contracts Naturcare has for going into the major department stores with their product lines.”
I looked at it; the print was tiny, and it looked as if it had been written for people who really loved the chapters on how to process the parts of the whale in Moby Dick. “I’m with you so far,” I told him.
“Good.” He suddenly looked very intense and serious, full of silent, coiled tension. His presence was nonetheless extremely physical. I thought this must be how he looked at work. I wondered why it was that women always found a man’s involvement with his work so sexually attractive, when they knew how much trouble that same involvement was bound to cause them later on.
“Now this,” he said, removing another document from the case, “is what I found among Eleanor’s papers.” He held it as if it might scorch his fingers. It was a few pieces of ordinary paper, stapled together and rather battered-looking.
“What is it?” I asked, in tones of appropriate reverence.
“It’s a copy.” He sounded disappointed. “It would be better to have the original, because he could always argue that this was just a draft. There’s probably some confirming documentation somewhere, but it will be really tough to find…”
“David,” I interrupted, exasperated.
“Sorry.” He shook his head ruefully. “I’m getting ahead of myself. What it is, is a document called a ‘side letter.’ It’s a sort of unattached appendix to another document like an agreement. It’s what it says that could be really important here. What it says, in effect, is that the agreement with Blandings Department Stores is conditional, and what it suggests is that all those agreements with department stores we just saw laid out in the Registration Statement are conditional.”
“I don’t get it. Conditional upon what?”
He spread his hands expansively. “Upon the department stores’ being in existence. Being solvent. It doesn’t matter. Look, you know how many stores have gone belly-up in the last couple of years?”
I nodded. Hard times had driven a number of department stores out of the market altogether, or at least into bankruptcy or into mergers that essentially restructured their identities.
“Apparently some of the stores refused to make an agreement with Naturcare without the stipulation that the contract was cancelable at any time. That way, if you suddenly found yourself a bargain-basement outlet instead of a high-end retailer, you wouldn’t necessarily be stuck with a line of beauty products designed to appeal mostly to a very affluent clientele. The cosmetics business is notoriously crazy—some stores don’t buy the products at all; they just lease out their space and take a cut on what’s sold. There are all kinds of ways of doing business. But this…” He pushed his reading glasses up on his forehead. “Some suppliers make contracts like this with school districts, because the schools never know how much money they’re going to have from day to day.” He shrugged. “There’s nothing wrong with it, but you are absolutely not allowed to list those contracts on the profit/income side on shareholder information. A contract is an asset only if it isn’t cancelable. Do you see?”
“I think so. Then you think Barclay drafted this letter and still permitted the client to submit a Registration Statement that he knew was wrong?”
“Well, it’s only a copy. But I think so, yes.”
“So what happens if that’s the case?”
He rubbed the tip of his nose with his forefinger. “If it came to light, the most like
ly scenario would be a big drop in the stock prices, followed by a very big shareholder lawsuit, followed by a gigantic malpractice action against Mr. Hampton and the firm.”
“Oh, my God,” I said.
“Of course, your malpractice insurance is almost always void in the case of deliberate fraud, but the rest of the lawyers would be covered as long as they didn’t know anything about it.”
“Oh, my God,” I said again. “Surely it’s too big a risk. Why would Naturcare do it? And why would Barclay agree to go along with it?”
David shrugged, the gesture of someone whose dealings in the business world had not left him with substantial faith in its innocence. “Well, it’s a risk, of course, but Naturcare products are really hot right now, and most of the stores are going to want to carry them if they possibly can. And if someone defaults, you just make less profit, but as long as the side letter doesn’t show up, you probably wouldn’t get caught.” He sighed. “You know, most businesspeople think their legal advisors are unnecessarily conservative in their advice, just a lot of fuddy-duddies standing between them and their profits. Some of them can be very headstrong. And the accountants are vigilant, but they’re trained to look for irregularities, and on the surface there’s nothing here to trigger a closer look.”
“And Barclay?”
“Let me ask you this: How much did it mean to him to get Naturcare as a client?”
I thought of his car, his house, his beautiful new wife, and his enhanced prestige at Eastman, Bartels, and Steed. “A lot,” I told him.
He nodded solemnly. “That’s what I would have guessed. If Naturcare told him they wouldn’t make the deal without the side letter and the Registration Statement that conveniently overlooks its existence, do you think he would have gone along with it?”
“As much as I’d like to say ‘yes,’ how can we really be sure? He makes some reference in a letter to something Eleanor ‘misunderstood.’ Still, he must have done something, or why else would he go to such lengths to cover it up? He could have just told her to forget it and then let her go on and expose him, if it wasn’t anything that would hurt him.”
Making Waves Page 23
